David Rapoport v. Irving Schneider

Summary

The New York Court of Appeals reversed the Appellate Division and denied the motion to dismiss, holding that directors may sue other directors under §720 of the Business Corporation Law, that lack of notice to a director of a special meeting can render a resolution invalid, that the participation of interested directors does not per se invalidate the resolution if a majority of disinterested directors vote for it, and that the pleadings sufficiently alleged a duplicate claim to state a cause of action for waste of corporate assets.